Change of directors

The environment in Hong Kong is very friendly towards businesses, which makes it easy for companies to conduct business in the city, as well as anywhere in the world for Hong Kong companies. There are no strict rules and regulations for who can be a director of a Hong Kong company, and where they can operate their business. This is especially true for company directors, who can conduct things from everyday operations to making important business decisions for the company around the world.

The benefit of Hong Kong is that they allow both foreign shareholders and directors for Hong Kong companies, making it easier for anyone to own and direct a company. They also allow the changing of the company structure, as in adding or removing company directors, fairly easily. Therefore Hong Kong companies can change directors when they desire.

Changing of directors

In today’s changing world, many businesses may undergo significant changes, for the better or worse. This may require new directors to be added or changed according to the needs of the business. Fortunately Hong Kong allows the changing of directors, and Startupr can assist with this task for your company structure. We take care of the proper steps and documents needed to file for the new directors. With all the documentation in place, this process can take as short as 1 or 2 business days.

With the change of the company structure, the company would also be required to inform other relevant parties such as the bank, about the old and new directors in order for them to update their records. This is not only to update their records of the new directors, but also for the company to protect itself from unwanted risk in case of a bad split with an old director. Note that a new director can easily be appointed for the company after it has been incorporated.

Every company must have at least one director who is a natural person. A company can choose to add a corporate director later on after incorporation of the company, but must have at least one sitting natural person as director for the company to make the business decisions. Also one person or company can act as director for several different companies at one time.

In addition to this, there are some simple guidelines for who can be a director of a Hong Kong company:

• No limitation on nationality
• No maximum cap of directors
• Must be older than 18 years old
• Must have a valid passport
• Must have at least one natural director

Appointment/cessation of directors

Once the directors have decided to change the company structure, there are two basic ways to change the number of directors, either adding new directors or removing old directors from the company.
The company may choose between two different ways to change the directors:

• The appointing of new directors
• The cessation of directors to be removed from the company.

Both of these options would need to be decided upon beforehand and have the proper processes and reported to the government. It would require the approval and signatures of all acting directors for it to be approved. Also a date of the company restructuring would be needed, as it is important for company filings.

This change in the company structure would be updated in the company record, and would be used for official reports and also bank registration as well.

Here are some examples of situations for a change of director:

• Company choose a new person to become director
• Director not responsible for their director duties, and is to be removed
• The Shareholders choose to remove a director
• If a director has passed away
• Company appoints a Non-executive director (nominee director)

Note that after the company has changed the company directors, that the documentation for this director change would need to be submitted to the Companies Registry within one month upon the date of change of directors, as the appointment or cessation of a director.

Documents required for changing of directors

Changing the directors of a company does not require a lot of documents, and can be completed in a fairly smooth process. In order to finish the changing of directors for the company, you would need the proper information of each party to complete the change of directors.

The director information that would need to be provided would be:

• Date of change of director
• The new director’s name, as it appears on their passport
• The new individual’s permanent address
• Signed director’s resolution

This personal information for the new directors can be found on their passport and proof of address, such as a current utility bill or bank statement. In order to process the change of directors, only a digital scan would be necessary for the director’s information in order to process the government filings.

Note that the proof of identity must be valid and not an old expired copy for identification purposes. After receiving all the relevant information and documents, the change of directorship may only take a few working days. In the case where a corporate director will be assigned, the company would also need to provide the company’s number as well.

Director’s Resolution

After the company has decided to change the directors, it would also need to file a director’s resolution. This resolution would represent the consent or confirmation of all the directors for the appointment or cessation of a director. This resolution would also confirm the details of the new director, and date of appointment.

In order to file this for the company, the resolution must be prepared and signed by all the current directors for the company.

Startupr will assist to prepare this director’s resolution for the company to be signed by the directors after we receive the information of the new directors. This document can serve as confirmation for approval of the change of company directors, and will state the new director’s information as well.

Process for changing of directors

The process for changing directors is quite straightforward, and can be completed smoothly once all the documents and information is ready. Startupr will assist you to make this process smooth and quick in order to process the change of directors.

Below are the steps for changing the director for the company.

• First inform us at Startupr of your desired change, and if you would like to have an appointment or cessation of a director, and other desired services.
• We will review your case, and invoice you for the service fees for the change of directors.
• Then provide us the personal information for an appointment of a new director, or identify the director for the cessation from the company.
• We will prepare the director’s resolution for you, and send it to you for the director’s signature and approval of the change.
• Once this resolution is returned, we will further processes the company documents for the change of directors to the Hong Kong government.
• The government will then update their records with the provided documents for the change of director.
• After completion, we inform you of the change and provide you the company documents. This change of director will also show up for the company on the next Annual Return.

Note that is is highly suggest to keep updated records of the current directors, as these are the responsible people for running and representing the company. Outdated records of the current company directors can lead to missed filings or complications when filings company documents to the government.

Fees for change of directors

Startupr offers a complete package for the documents and services for the change of directors. You can also choose to add other services at any time for your company. Our service fees for the change of directors are as follow:

• Appointment or Resignation of Director $150 USD
• Resolution of Director(s)/Shareholder(s) $55 USD

You may also order our services for updating the director’s particulars, such as passport number and address, in case they have changed. This personal information would need to be updated regularly, as the government records should match the current information for each director.

Conclusion

We understand that companies change, and that a re-structuring may be in order to simplify things or help your business grow. This may result in a change of the directors for the company. With your Hong Kong company, this can be done smoothly with the assistance of Startupr.

With Startupr, we can take care of all the company filings and paperwork so that your change of directors can be processed smoothly and in a timely manner. With years of experience in this field, we can work with you to process simple restructuring in the case of one or two directors, to more complicated cases for larger companies. We are dedicated in giving you the best service available and aim to allow you to easily change the company structure of your Hong Kong company. Contact us for a quotation and further information for the process.

Order – Change of directors

Fee – ND2A Appointment or Resignation of Director/Secretary USD 150, Resolution of Director(s)/Shareholder(s) USD 55